ex4-11.htm


    Exhibit 4.11


    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE.   THESE SECURITIES ARE BEING
OFFERED AND SOLD IN RELIANCE UPON CERTAIN EXEMPTIONS AFFORDED BY SUCH ACTS AND
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.

    


    CONVERTIBLE
PROMISSORY NOTE

     

    HOUSTON,
TEXAS

     

    
      	
              $36,900 

            	
                                                                                                                        March
      1, 2007

            


    

    


    For the
value received, in the manner, on the dates, and in the amounts stated in this
Convertible Promissory Note (this “Note”), Omnimmune Corp. a Texas corporation
(“Maker”) hereby promises to pay to the order of Mark R. Wisner, P.C. (“Payee”,
sometimes also hereinafter referred to as “Noteholder”), and Payee’s heirs,
successors, assigns and legal representatives, at 1177 West Lop South, Suite
400, Houston, Texas 77027 or such other places designated by the owner and
holder of this Note, in lawful money of the United States of America, the
principal amount of THIRTY SIX THOUSAND NINE HUNDRED AND 00/100 DOLLARS
($36,900), together with interest thereon from and after date hereof until
maturity at the rate of 10 percent (10%) per annum on the then unpaid principal
amount hereof.  Any and all past due principal and interest of the
Note, whether due as the result of acceleration of maturity or otherwise, shall
bear interest at the rate of 12% and be paid by Maker from the date the payment
thereof shall have become due until the same shall have been fully discharged by
payment.

    


    This Note shall mature and become due
and payable in full in one year, from the date hereof with accrued interest also
being due and payable at maturity.  Maker may elect to extend the
maturity for up to two (2) years, interest to be compounded
annually.  The principal represents the amount billed to Maker by
Noteholder for legal services rendered during the 1998 calendar year for
$15,392.42, plus accrued interest of ten percent (10%) compounded annually from
December 31, 1998.  It is agreed by the parties that the indebtedness
is subject to change if an audit of Noteholder’s billings shows any inaccuracy
therein, however, any such inaccuracy that may be found shall not be regarded as
a failure of consideration and/or affect any of Noteholder’s rights as set out
in this Note.

    


    If Maker (i) shall fail to pay this
Note in full when due or (ii) shall fail to discharge any of Maker’s obligations
or otherwise be in any default under any provision of any instrument, if any,
securing payment of this note or (iii) under the federal or state statutes,
rules or regulations, now or hereafter in force, shall file a voluntary petition
in bankruptcy, or any other petition seeking, or answer consenting to,
adjudication as a bankrupt or admitting bankruptcy or insolvency, or seeking for
Maker any arrangement, composition, readjustment or similar debtor’s relief or
seeking or consenting to or acquiescing in the appointment of a Trustee or
Receiver for all or substantially all of Maker’s properties or shall be
adjudicated a bankrupt or shall suffer the appointment of such a Receiver or
Trustee then, in any such event the Payee of this Note shall have the option to
declare the balance of this Note and all interest accrued thereon at once mature
and due and payable without presentment, demand, protest or notice of any kind,
all of which are hereby expressly waived by Maker.

    


    Each
signer, endorser, surety or guarantor hereon or hereof, if any, is and shall be
primarily liable to the Payee hereof, jointly and severally with Maker, and
Maker and each such signer, endorser, surety, and guarantor, if any, hereby
expressly and severally waives all notices, demands, presentments for payment,
notices of nonpayment, protests and notices of protest, and diligence in
collecting and agree (i) that the Payee of this Note may at any time and from
time to time, extend the date of maturity of all or any part hereof and (ii) to
any substitution, exchange or release of any security now or hereafter given for
this Note or the release of any party primarily or secondarily liable
hereon.

    


    It is the intention of the parties
hereto to comply with the usury laws of the State of Texas; accordingly, it is
agreed that notwithstanding any provision to the contrary in this Note, or in
any documents securing payment hereof, if any, or otherwise relating hereto, no
such provision shall require the payment or permit the collection of interest in
excess of the maximum permitted by law.  If any excess of interest in
such respect is provided for, or shall be adjudicated to be so provided for, in
this Note or in any of the documents securing payment hereof or otherwise
relating hereto, then in such event, (a) the provisions of this paragraph shall
govern and control; (b) neither the Maker hereof nor the Maker’s legal
representatives, successors or assigns nor any other party liable for the
payment hereof shall be obligated to pay the amount of such interest to the
extent that it is in excess of the maximum amount permitted by law; (c) any such
excess which my have been collected shall be, at the Payee’s option, either
applied as a credit against the then unpaid principal amount hereof or refunded
to the Maker, and (d) the effective rate of interest shall be automatically
reduced to the maximum lawful contract rate allowed under the usury laws of the
State of Texas as now or hereafter construed by the courts having
jurisdiction.

    


    Noteholder’s Right to
Convert this Note into Common Stock.  At any time during the
term of this Note, subject to Maker’s right to prepay, as set forth below, Payee
may elect to convert all or any portion of the entire principal amount due and
owing hereunder into shares of common stock of the Maker in an amount equal to a
price of $0.50 USD per share or shares.  This Note is convertible for
any amount up to the full principal amount of this Note.

    


    Noteholder
may at any time or from time to time after the date of this Note and prior to
maturity, elect to exercise its right to convert all or any portion of the
principal amount due and owing under this Note into shares of common stock of
the Company by delivering to Maker, at its office in Houston, Texas, (i) written
notice of Noteholder’s election to exercise its right to convert any amount due
and owing under this Note into shares of common stock of the Maker; and (ii) a
release or partial release of this Note, equal to the amount being converted
into common stock in the form and manner prescribed by Maker.  Upon
receipt thereof, the Company shall, as promptly as practicable, and in any event
within five (5) days thereafter, execute or cause to be executed and delivered
to Noteholder or Noteholder’s designee (i) the certificate or certificates
representing shares of Common Stock of the Company, and; (ii) in the event that
the Noteholder elects to convert 50% or more of the principal amount due and
owing hereunder into common stock, a Warrant representing the right to purchase
additional shares of Common Stock of the Company as set forth below, and (iii)
accrued but unpaid interest remaining under this Note, up to and including the
date of Noteholder’s aforesaid notice of election to convert all or any portion
of this Note into Common Stock.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Noteholder’s Right to
Receive Warrant Conditional Upon Conversion of 50% of Principal into Common
Stock.  In addition to the certificate or certificates
representing the shares delivered to Noteholder upon conversion into Common
Stock as aforesaid, and as further consideration therefor, the Company shall
also deliver that certain Warrant, in the form attached hereto, evidencing
Noteholder’s rights to purchase an additional 30,000 shares of common stock of
the Company, upon the terms and conditions set forth therein.  If, at
any time during the term of this Note, Noteholder elects not to convert at least
50% of the principal amount due and owing hereunder into Common Stock of the
Maker, according to the provisions hereof, any and all rights of Noteholder to
receive such Warrant, which are conditional upon Noteholder electing to convert
a minimum of 50% of the principal amount of this Note into Common Stock, shall
terminate and Noteholder shall have no further rights to receive such Warrant,
nor shall Maker be obligated to issue such Warrant.

    


    Upon conversion as aforesaid, the stock
certificate or certificates and the Warrant so delivered shall be registered in
the name of Noteholder or Noteholder’s designee.  To the extent of the
amount which Noteholder elects to convert to common stock hereunder, this Note
shall be deemed to have been paid and such certificate or certificates and, if
Noteholder elects to convert 50% of the principal amount due hereunder, the
Warrant shall be deemed to have been issued, and the Noteholder shall be deemed
to have become a holder of record for all purposes, as of the date on which said
notice, together with the release or partial release of this Note and such other
documentation evidencing its payment, either partially or in full, is received
by the Company as aforesaid.

    


    Notice of Certain Corporate
Action.  During the term of this Note, in case the Company
shall propose (a) to pay any dividend payable in stock of any class to the
holders of its Common Stock or to make any other distribution to the holders of
its Common Stock or (b) to offer to the holders of its Commons Stock rights to
subscribe for or to purchase any Additional Shares of Common Stock or shares of
stock of any class or any other securities, or (c) to effect any
reclassification of its Common Stock (other than a reclassification involving
only the subdivision or combination of outstanding shares of Common Stock), or
(d) to effect any capital reorganization, or (e) to effect any consolidation,
merger or sale, transfer or other disposition or (f) to effect the liquidation,
dissolution or winding up of the Company, then in each such case, the Company
shall give to the Noteholder, in accordance with the notice provisions herein, a
notice of such proposed action, which shall specify the date on which a record
is to be taken for the purposes of such stock dividend, distribution or rights,
or the date on which such reclassification, reorganization, consolidation,
merger, sale, transfer, disposition, liquidation, dissolution or winding up is
to take place and the date of participation therein by the holders of Common
Stock, if any such date is to be fixed, and shall also set forth such facts with
respect thereto and shall be reasonably necessary to indicate the effect of such
action on the Common Stock and the right of Noteholder to elect to convert this
Note to Common Stock, as set forth herein.

    


    Noteholder Not Deemed a
Stockholder,  Unless and until Noteholder elects to convert
this Note into common stock as set forth herein, Noteholder shall not be
entitled to vote or receive dividends or be deemed the holder of Common Stock of
the Company for any purpose (other than to the extent that Holder may previously
own shares of Common Stock of the Company, prior to or exclusive from the
conversion of this Note), nor shall anything contained in this Note be construed
to confer upon the Noteholder any of the rights of a stockholder of the Company
or any right to vote, give or withhold consent to any corporate actions (whether
any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance of record to the
Noteholder of the Common Stock which it is then entitled to receive upon the due
exercise of its right to convert this Note, as aforesaid.  In the
event that a meeting of stockholders shall be called to consider and take action
on a proposal for the voluntary dissolution of the Company, other than in
connection with a consolidation, merger or sale of all or substantially all of
its property, assets, business and goodwill as an entirety, then and in that
event the Company shall cause a notice thereof to be sent by first class mail,
postage prepaid, at least 20 days prior to the date fixed as a record date or
the date of closing the transfer books in relation to such meeting, to the
Noteholder; but failure to mail or to receive such notice or any defect therein
or in the mailing thereof shall not affect the validity of any action taken in
connection with such voluntary dissolution.

    


    Maker’s Right of Prepayment
Without Penalty.  It is agreed and understood by Noteholder
that Maker reserves the right and option at any time after the date hereof and
during the term of this Note to prepay the principal and interest hereunder
without penalty.  In the event that Maker shall so elect, Maker shall
give Noteholder written notice thereof in accordance with the notice provisions
below, in order that Noteholder may have an opportunity to exercise its right to
convert this Note into Common Stock, as set forth above.  Noteholder
shall have ten (10) days from the date that such notice of intention to prepay
is provided by Maker, to elect to exercise Noteholder’s right to convert this
Note into Common Stock.  In the event that Noteholder shall notify
Maker of Noteholder’s election not to convert this Note into Common Stock, such
right, including the right to receive the Warrant upon conversion, as described
herein, shall terminate and be of no further force and effect
whatsoever.  Should Noteholder fail to notify Maker within ten (10)
days of its decision of whether or not to convert into Common Stock under this
section, such failure shall be deemed for all purposes as an election not to
convert this Note into Common Stock.  Noteholder shall then be
entitled to payment in full of principal and accrued interest up to and
including the date of such payment.

    


    No Restrictions on
Assignability.  This Note, including the rights, benefits and
obligations of Noteholder hereunder may be freely transferred or assigned by
Noteholder, in its discretion, without restriction.  Upon receiving
notice of such transfer, in accordance with the notice provisions hereof, Maker
agrees to be bound by any such transfer or assignment.

    


    Notices. Any notice,
demand or delivery pursuant to the provisions hereof shall be sufficiently given
or made if sent by first class mail, postage prepaid, or by facsimile, addressed
to Noteholder at the address set forth hereinabove, unless otherwise provided by
Noteholder in writing to the Company, or except as herein otherwise expressly
provided, to the Company, at 4600 Post Oak Place #352, Houston, Texas 77027, or
such other address as shall have been furnished to the party giving or making
such notice, demand or delivery.

    


    Applicable
Law.  Except to the extent that federal law is applicable, this
Note shall be governed by, construed under, and enforced in accordance with the
applicable law of the State of Texas.

    


    The signing of this Note by the
authorized representative of Omnimmune Corp. as set forth below, represents the
agreement of Omnimmune Corp. as Maker, to all terms and conditions of the Maker
under this Note.

    


    Executed this 1st day of March, 2007,
effective as of the 1st day of March, 2007.

    


    Maker:

    Omnimmune Corp.

    


    


    By:/s/ Harris A.
Lichtenstein

          Name:  Harris
A. Lichtenstein

          Title:
President

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No.
__

     

    THE
SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE THEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE
SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

     

    


     

    WARRANT

     

    to
Purchase Common Stock of

     

    


     

    Omnimmune
Corp.

     

    Expiring
on __________

     

    


     

    This
Warrant to Purchase Common Stock (the "Warrant") certifies that for value
received, ____________________ (the "Holder"), or his heirs, successors or
assigns, is entitled to subscribe for and purchase from the Company (as
hereinafter defined), in whole or in part, 73,800 shares of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock (as
hereinafter defined) at an initial Exercise Price (as hereinafter defined),
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth.  The number of shares of Common Stock
purchasable hereunder and the Exercise Price therefor are subject to adjustment
as hereinafter set forth.  This Warrant and all rights hereunder shall
expire at 5:00 p.m., Houston, Texas time, on ______________.

     

    As used
herein, the following terms shall have the meanings set forth
below:

     

    "Company" shall mean Omnimmune
Corp., a Texas corporation, and shall also include any successor thereto with
respect to the obligations hereunder, by merger, consolidation or
otherwise.

     

    "Common Stock" shall mean and
include the Company's Common Stock, par value $0.01 per share, authorized on the
date of the original issue of this Warrant and shall also include (i) in
case of any reorganization, reclassification, consolidation, merger, share
exchange or sale, transfer or other disposition of assets of the character
referred to in Section 3.5 hereof, the stock, securities provided for in
such Section 3.5, and (ii) any other shares of common stock of the
Company into which such shares of Common Stock may be converted.

     

    "Exercise Price" The initial
purchase price for each share of Common Stock payable upon exercise of the
Warrants shall be $0.50.  The Exercise Price shall be adjusted from
time to time pursuant to the provisions hereof.

     

    "Market Price" for any day, when used
with reference to Common Stock, shall mean the price of said Common Stock
determined as follows:  (i) the last reported sale price for the
Common Stock on such day on the principal securities exchange on which the
Common Stock is listed or admitted to trading or if no such sale takes place on
such date, the average of the closing bid and asked prices thereof as officially
reported, or, if not so listed or admitted to trading on any securities
exchange, the last sale price for the Common Stock on the National Association
of Securities Dealers National Market System or SmallCap Market on such date,
or, if there shall have been no trading on such date or if the Common Stock
shall not be listed on such system, the average of the closing bid and asked
prices in the over-the-counter market as furnished by any NASD member firm
selected from time to time by the Company for such purpose, in each such case,
unless otherwise provided herein, averaged over a period of ten (10) consecutive
Trading Days prior to the date as of which the determination is to be made; or
(ii) if the Common Stock shall not be listed or admitted to trading or the
closing bid and asked prices are unable to be furnished by an NASD member firm,
as provided in clause (i) above, the fair market value of the Common Stock
as determined in good faith by the Board of Directors of the
Company.

     

    "Note" shall mean any
Subordinated Reimbursement Note of the Company issued to Holder pursuant to the
terms and conditions of the Reimbursement Agreement, as hereinafter
defined.

     

    "Outstanding," when used with
reference to Common Stock, shall mean (except as otherwise expressly provided
herein) at any date as of which the number of shares thereof is to be
determined, all issued shares of Common Stock, except shares then owned or held
by or for the account of the Company.

     

    "Person" means any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

     

    "Securities Act" means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

     

    "Trading Days" shall mean any
days during the course of which the principal securities exchange on which the
Common Stock is listed or admitted to trading is open for the exchange of
securities.

     

    "Warrant Shares" shall mean
the shares of Common Stock purchased or purchasable by the holder hereof upon
the exercise of the Warrants.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
I

     

    EXERCISE
OF WARRANTS

     

    1.1 Method of
Exercise.  The Warrants represented hereby may be exercised by
the holder hereof, in whole or in part, at any time and from time to time on or
after the date hereof until 5:00 p.m., Houston, Texas time, on
_____________.  To exercise the Warrants, the holder hereof shall
deliver to the Company, at the Warrant Office designated in Section 2.1
hereof, (i) a written notice in the form of the Subscription Notice
attached as an exhibit hereto, stating therein the election of such holder to
exercise the Warrants in the manner provided in the Subscription Notice; (ii)
payment in full of the Exercise Price (A) in cash or by bank check for all
Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue"
exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange
each Warrant subject to a Cashless Exercise for that number of Warrant Shares
determined by multiplying the number of Warrant Shares issuable hereunder by a
fraction, the numerator of which shall be the difference between (x) the Market
Price and (y) the Exercise Price for each such Warrant, and the denominator of
which shall be the Market Price; the Subscription Notice shall set forth the
calculation upon which the Cashless Exercise is based, or (C) a combination of
(A) and (B) above and (iii) this Warrant.  The Warrants shall be
deemed to be exercised on the date of receipt by the Company of the Subscription
Notice, accompanied by payment for the Warrant Shares and surrender of this
Warrant, as aforesaid, and such date is referred to herein as the "Exercise
Date".  Upon such exercise, the Company shall, as promptly as
practicable and in any event within ten (10) business days, issue and deliver to
such holder a certificate or certificates for the full number of the Warrant
Shares purchased by such holder hereunder, and shall, unless the Warrants have
expired, deliver to the holder hereof a new Warrant representing the number of
Warrants, if any, that shall not have been exercised, in all other respects
identical to this Warrant.  As permitted by applicable law, the Person
in whose name the certificates for Common Stock are to be issued shall be deemed
to have become a holder of record of such Common Stock on the Exercise Date and
shall be entitled to all of the benefits of such holder on the Exercise Date,
including without limitation, the right to receive dividends and other
distributions for which the record date falls on or after the Exercise Date and
the right to exercise voting rights.

     

    1.2 Expenses and
Taxes.  The Company shall pay all expenses and taxes
(including, without limitation, all documentary, stamp, transfer or other
transactional taxes) other than income taxes attributable to the preparation,
issuance or delivery of the Warrants and of the shares of Common Stock issuable
upon exercise of the Warrants.

     

    1.3 Reservation of
Shares.  The Company shall reserve at all times so long as the
Warrants remain outstanding, free from preemptive rights, out of its treasury
Common Stock or its authorized but unissued shares of Common Stock, or both,
solely for the purpose of effecting the exercise of the Warrants, a sufficient
number of shares of Common Stock to provide for the exercise of the
Warrants.

     

    1.4 Valid
Issuance.  All shares of Common Stock that may be issued upon
exercise of the Warrants will, upon issuance by the Company, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issuance thereof and, without limiting the generality of the
foregoing, the Company shall take no action or fail to take any action which
will cause a contrary result (including, without limitation, any action that
would cause the Exercise Price to be less than the par value, if any, of the
Common Stock).

     

    1.5 Registration
Rights.  The holder hereof shall be entitled to registration
rights with respect to the underlying shares of Common Stock under the
Securities Act and any applicable state securities or blue sky laws to the
extent set forth in the Registration Rights Agreement among Holder and the
Company dated as of even date herewith (the "Registration Rights Agreement"), as
amended or modified.

     

    1.6 Acknowledgment of
Rights.  At the time of the exercise of the Warrants in
accordance with the terms hereof and upon the written request of the holder
hereof, the Company will acknowledge in writing its continuing obligation to
afford to such holder any rights (including, without limitation, any right to
registration of the Warrant Shares) to which such holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant;
provided, however, that if the
holder hereof shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford to such holder any such
rights.

     

    1.7 No Fractional
Shares.  The Company shall not be required to issue fractional
shares of Common Stock on the exercise of this Warrant.  If more than
one Warrant shall be presented for exercise at the same time by the same holder,
the number of full shares of Common Stock which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of whole shares
of Common Stock purchasable on exercise of the Warrants so
presented.  If any fraction of a share of Common Stock would, except
for the provisions of this Section 1.7, be issuable on the exercise of this
Warrant, the Company shall pay an amount in cash calculated by it to be equal to
the Market Price of one share of Common Stock at the time of such exercise
multiplied by such fraction computed to the nearest whole cent.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

     

    TRANSFER

     

    2.1 Warrant
Office.  The Company shall maintain an office for certain
purposes specified herein (the "Warrant Office"), which office shall initially
be the Company's offices at 4600 Post Oak Place, Suite 152, Houston,
Texas 77027 and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States as to which
written notice has previously been given to the holder hereof.  The
Company shall maintain, at the Warrant Office, a register for the Warrants in
which the Company shall record the name and address of the Person in whose name
this Warrant has been issued, as well as the name and address of each permitted
assignee of the rights of the registered owner hereof.

     

    2.2 Ownership of
Warrants.  The Company may deem and treat the Person in whose
name the Warrants are registered as the holder and owner hereof (notwithstanding
any notations of ownership or writing hereon made by anyone other than the
Company) for all purposes and shall not be affected by any notice to the
contrary until presentation of this Warrant for registration of transfer as
provided in this Article II.  Notwithstanding the foregoing, the
Warrants represented hereby, if properly assigned in compliance with this
Article II, may be exercised by an assignee for the purchase of Warrant
Shares without having a new Warrant issued.

     

    2.3 Restrictions on Transfer of
Warrants.  The Company agrees to maintain at the Warrant Office
books for the registration and transfer of the Warrants.  Subject to
the restrictions on transfer of the Warrants in this Section 2.3, the
Company, from time to time, shall register the transfer of the Warrants in such
books upon surrender of this Warrant at the Warrant Office properly endorsed or
accompanied by appropriate instruments of transfer and written instructions for
transfer satisfactory to the Company.  Upon any such transfer and upon
payment by the holder or its transferee of any applicable transfer taxes, new
Warrants shall be issued to the transferee and the transferor (as their
respective interests may appear) and the surrendered Warrants shall be canceled
by the Company.  The Company shall pay all taxes (other than
securities transfer taxes or income taxes) and all other expenses and charges
payable in connection with the transfer of the Warrants pursuant to this
Section 2.3.

     

    2.3.1 Restrictions in
General.  The holder of the Warrants agrees that it will not
transfer the Warrants unless registration of such Warrant Shares under the
Securities Act and any applicable state securities or blue sky laws has become
effective or the holder has provided to the Company an opinion of counsel
acceptable to the Company that such registration is not
required.  Prior to any transfer (other than the grant of a security
interest) as provided herein, the transferor shall provide written notice to the
Company and an opinion of counsel to the effect that the proposed transfer is
exempt from registration under all applicable securities laws, all in form and
substance reasonably satisfactory to the Company.  Any lender or
lenders to which the Holder grants a security interest in the Warrants shall be
entitled to exercise all remedies to which it is entitled by contract or by law,
including (without limitation) transferring the Warrants into its own name or
into the name of any purchaser at any sale undertaken in connection with
enforcement by such lender of its remedies.

     

    2.4 Compliance with Securities
Laws.  Subject to the terms of the Registration Rights
Agreement, and notwithstanding any other provisions contained in this Warrant
except Section 2.3.1, the holder hereof understands and agrees that the
following restrictions and limitations shall be applicable to all Warrant Shares
and to all resales or other transfers thereof pursuant to the Securities
Act:

     

    2.4.1 The
holder hereof agrees that the Warrant Shares shall not be sold or otherwise
transferred unless the Warrant Shares are registered under the Securities Act
and applicable state securities or blue sky laws or are exempt
therefrom.

     

    2.4.2 A legend
in substantially the following form will be placed on the certificate(s)
evidencing the Warrant Shares:

     

    "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS."

     

    2.4.3 Stop
transfer instructions may be imposed with respect to the Warrant Shares so as to
restrict resale or other transfer thereof, subject to this
Section 2.4.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

     

    ANTI-DILUTION

     

    3.1 Anti-Dilution
Provisions.  The Exercise Price shall be subject to adjustment
from time to time as hereinafter provided.

     

    3.2 Adjustment of Exercise Price
Upon Issuance of Common Stock.

     

    3.2.1 If and
whenever after the date hereof the Company shall issue or sell any Common Stock
for no consideration or for a consideration per share less than the Exercise
Price, issue convertible securities other than this Warrant, including other
warrants, grant stock options, or issue any other common stock equivalent (other
than shares reserved for issuance to officers, employees, directors, consultants
or advisors of the Company pursuant to existing stock option or restricted stock
purchase plans), then, forthwith upon such issue or sale, the Exercise Price
shall be reduced (but not increased), to the lower price per share (calculated
pursuant to this Section 3.2 to the nearest one-ten thousandth of a cent) but in
any event not less than $.001 per share.

     

    3.2.2 For
purposes of this Section 3.2, the following Sections 3.2.2(A) to 3.2.2(E)
inclusive, shall be applicable:

     

    (A) Issuance of Rights or
Options.  In case at any time after the date hereof the Company
shall in any manner grant (whether directly or by assumption in a merger or
otherwise) any rights to subscribe for or to purchase, or any options for the
purchase of, Common Stock or any stock or securities convertible into or
exchangeable for Common Stock (such convertible or exchangeable stock or
securities being herein called "Convertible Securities") (other than warrants,
options or convertible securities issued as consideration for or assumed in
conjunction with an acquisition or to officers, directors or employees of the
acquired entity in conjunction therewith), whether or not such rights or options
or the right to convert or exchange any such Convertible Securities are
immediately exercisable, and the price per share for which shares of Common
Stock are issuable upon the exercise of such rights or options or upon
conversion or exchange of such Convertible Securities (determined by dividing
(i) the total amount, if any, received or receivable by the Company as
consideration for the granting of such rights or options, plus the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the exercise of such rights or options, or plus, in the case of such rights
or options that relate to Convertible Securities, the minimum aggregate amount
of additional consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof, by
(ii) the total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon the conversion or exchange of all
such Convertible Securities issuable upon the exercise of such rights or
options) shall be less than the Exercise Price in effect as of the date of
granting such rights or options, then the total maximum number of shares of
Common Stock issuable upon the exercise of such rights or options or upon
conversion or exchange of all such Convertible Securities issuable upon the
exercise of such rights or options shall be deemed to be outstanding as of the
date of the granting of such rights or options and to have been issued for such
price per share, with the effect on the Exercise Price specified in Section
3.2.1 hereof.  Except as provided in Section 3.2.2 hereof, no further
adjustment of the Exercise Price shall be made upon the actual issuance of such
Common Stock or of such Convertible Securities upon exercise of such rights or
options or upon the actual issuance of such Common Stock upon conversion or
exchange of such Convertible Securities.

     

    (B) Change in Option Price or
Conversion Rate.  If (i) the purchase price provided for in any
right or option, (ii) the additional consideration, if any, payable upon the
conversion or exchange of any Convertible Securities, or (iii) the rate at which
any Convertible Securities are convertible into or exchangeable for Common Stock
shall be decreased (other than under or by reason of provisions designed to
protect against dilution), the Exercise Price then in effect hereunder shall
forthwith be decreased to the Exercise Price that would have been in effect at
such time had such rights, options or Convertible Securities provided for such
changed purchase price, additional consideration or conversion rate, at the time
initially issued.

     

    (C) Consideration for
Stock.  In case at any time Common Stock or Convertible
Securities or any rights or options to purchase any such Common Stock or
Convertible Securities shall be issued or sold for cash, the consideration
therefor shall be deemed to be the amount received by the Company
therefor.  In case at any time any Common Stock, Convertible
Securities or any rights or options to purchase any such Common Stock or
Convertible Securities shall be issued or sold for consideration other than
cash, the amount of the consideration other than cash received by the Company
shall be deemed to be the fair value of such consideration, as determined
reasonably and in good faith by the Board of Directors of the
Company.  In case at any time any Common Stock, Convertible Securities
or any rights or options to purchase any Common Stock or Convertible Securities
shall be issued in connection with any merger or consolidation in which the
Company is the surviving corporation, the amount of consideration received
therefor shall be deemed to be the fair value, as determined reasonably and in
good faith by the Board of Directors of the Company, of such portion of the
assets and business of the nonsurviving corporation as such Board of Directors
may determine to be attributable to such Common Stock, Convertible Securities,
rights or options as the case may be.  In case at any time any rights
or options to purchase any shares of Common Stock or Convertible Securities
shall be issued in connection with the issuance and sale of other securities of
the Company, together consisting of one integral transaction in which no
consideration is allocated to such rights or options by the parties, such rights
or options shall be deemed to have been issued with consideration.

     

    (D) Record
Date.  In the case the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them (i) to receive a
dividend or other distribution payable in Common Stock or Convertible
Securities, or (ii) to subscribe for or purchase Common Stock or Convertible
Securities, then such record date shall be deemed to be the date of the issuance
or sale of the Common Stock or Convertible Securities deemed to have been issued
or sold as a result of the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

     

    (E) Treasury
Shares.  The number of shares of Common Stock outstanding at
any given time shall not include shares owned directly by the Company in
treasury, and the disposition of any such shares shall be considered an issuance
or sale of Common Stock for the purpose of this Section 3.2.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3 Stock
Dividends.  In case the Company shall declare a dividend or
make any other distribution upon any shares of the Company, payable in Common
Stock or Convertible Securities, any Common Stock or Convertible Securities, as
the case may be, issuable in payment of such dividend or distribution shall be
deemed to have been issued or sold without consideration.

     

    3.4 Stock Splits and Reverse
Splits.  In the event that the Company shall at any time
subdivide its outstanding shares of Common Stock into a greater number of shares
or declare a dividend upon any shares of the Company payable in Common Stock or
Convertible Securities, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
purchasable pursuant to this Warrant immediately prior to such subdivision shall
be proportionately increased, and conversely, in the event that the outstanding
shares of Common Stock shall at any time be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination shall
be proportionately increased and the number of Warrant Shares purchasable upon
the exercise of this Warrant immediately prior to such combination shall be
proportionately reduced.  Except as provided in this Section 3.4,
no adjustment in the Exercise Price and no change in the number of Warrant
Shares purchasable shall be made under this Article III as a result of, or
by reason of, any such subdivision or combination.

     

    3.5 Reorganizations and Asset
Sales.  If any capital reorganization or reclassification of
the capital stock of the Company, or any consolidation, merger or share exchange
of the Company with another person, or the sale, transfer or other disposition
of all or substantially all of its assets to another Person shall be effected in
such a way that a holder of Common Stock of the Company shall be entitled to
receive capital stock, securities or assets with respect to or in exchange for
their shares, then the following provisions shall apply:

     

    3.5.1 As a
condition of such reorganization, reclassification, consolidation, merger, share
exchange, sale, transfer or other disposition (except as otherwise provided
below in this Section 3.5), lawful and adequate provisions shall be made whereby
the holder of Warrants shall thereafter have the right to purchase and receive
upon the terms and conditions specified in this Warrant and in lieu of the
Warrant Shares immediately theretofore receivable upon the exercise of the
rights represented hereby, such shares of capital stock, securities or assets as
may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of Warrant Shares
immediately theretofore so receivable had such reorganization, reclassification,
consolidation, merger, share exchange or sale not taken place, and in any such
case appropriate provision reasonably satisfactory to such holder shall be made
with respect to the rights and interests of such holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Exercise Price and of the number of Warrant Shares receivable upon the
exercise) shall thereafter be applicable, as nearly as possible, in relation to
any shares of capital stock, securities or assets thereafter deliverable upon
the exercise of Warrants.

     

    3.5.2 In the
event of a merger, share exchange or consolidation of the Company with or into
another Person as a result of which a number of shares of Common Stock or its
equivalent of the successor Person greater or lesser than the number of shares
of Common Stock outstanding immediately prior to such merger, share exchange or
consolidation are issuable to holders of Common Stock, then the Exercise Price
in effect immediately prior to such merger, share exchange or consolidation
shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock.

     

    3.5.3 The
Company shall not effect any such consolidation, merger, share exchange, sale,
transfer or other disposition unless prior to or simultaneously with the
consummation thereof the successor Person (if other than the Company) resulting
from such consolidation, share exchange or merger of the Person purchasing or
otherwise acquiring such assets shall have assumed by written instrument
executed and mailed or delivered to the holder hereof at the last address of
such holder appearing on the books of the Company the obligation to deliver to
such holder such shares of capital stock, securities or assets as, in accordance
with the foregoing provisions, such holder may be entitled to receive, and all
other liabilities and obligations of the Company hereunder.  Upon
written request by the holder hereof, such successor Person will issue a new
warrant revised to reflect the modifications in this Warrant effected pursuant
to this Section 3.5.

     

    3.5.4 If a
purchase, tender or exchange offer is made to and accepted by the holders of 50%
or more of the outstanding shares of Common Stock, the Company shall not effect
any consolidation, merger, share exchange or sale, transfer or other disposition
of all or substantially all of the Company's assets with the Person having made
such offer or with any affiliate of such Person, unless prior to the
consummation of such consolidation, merger, share exchange, sale, transfer or
other disposition the holder hereof shall have been given a reasonable
opportunity to then elect to receive upon the exercise of the Warrants either
the capital stock, securities or assets then issuable with respect to the Common
Stock or the capital stock, securities or assets, or the equivalent, issued to
previous holders of the Common Stock in accordance with such offer.

     

    3.6 Adjustment for Asset
Distribution.  If the Company declares a dividend or other
distribution payable to all holders of shares of Common Stock in evidences of
indebtedness of the Company or other assets of the Company (including, cash
(other than regular cash dividends declared by the Board of Directors), capital
stock (other than Common Stock, Convertible Securities or options or rights
thereto) or other property), the Exercise Price in effect immediately prior to
such declaration of such dividend or other distribution shall be reduced by an
amount equal to the amount of such dividend or distribution payable per share of
Common Stock, in the case of a cash dividend or distribution, or by the fair
value of such dividend or distribution per share of Common Stock (as reasonably
determined in good faith by the Board of Directors of the Company), in the case
of any other dividend or distribution.  Such reduction shall be made
whenever any such dividend or distribution is made and shall be effective as of
the date as of which a record is taken for the purpose of such dividend or
distribution or, if a record is not taken, the date as of which holders of
record of Common Stock entitled to such dividend or distribution are
determined.

     

    3.7 De
Minimis
Adjustments.  No adjustment in the number of shares of Common
Stock purchasable hereunder shall be required unless such adjustment would
require an increase or decrease of at least one share of Common Stock
purchasable upon an exercise of each Warrant and no adjustment in the Exercise
Price shall be required unless such adjustment would require an increase or
decrease of at least $0.50 in the Exercise Price; provided, however, that any
adjustments which by reason of this Section 3.7 are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.  All calculations shall be made to the nearest full share
or nearest one hundredth of a dollar, as applicable.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    3.8 Notice of
Adjustment.  Whenever the Exercise Price or the number of
Warrant Shares issuable upon the exercise of the Warrants shall be adjusted as
herein provided, or the rights of the holder hereof shall change by reason of
other events specified herein, the Company shall compute the adjusted Exercise
Price and the adjusted number of Warrant Shares in accordance with the
provisions hereof and shall prepare an Officer's Certificate setting forth the
adjusted Exercise Price and the adjusted number of Warrant Shares issuable upon
the exercise of the Warrants or specifying the other shares of stock, securities
or assets receivable as a result of such change in rights, and showing in
reasonable detail the facts and calculations upon which such adjustments or
other changes are based and shall obtain an opinion of the Company's independent
accountants as to the correctness of such adjustments and calculations and to
the effect that such adjustments and calculations have been made in accordance
with the terms hereof.  The Company shall cause to be mailed to the
holder hereof copies of such Officer's Certificate and its independent
accountants' opinion together with a notice stating that the Exercise Price and
the number of Warrant Shares purchasable upon exercise of the Warrants have been
adjusted and setting forth the adjusted Exercise Price and the adjusted number
of Warrant Shares purchasable upon the exercise of the Warrants.

     

    3.9 Notifications to
Holders.  In case at any time the Company
proposes:

     

    (i) to
declare any dividend upon its Common Stock payable in capital stock or make any
special dividend or other distribution (other than cash dividends) to the
holders of its Common Stock;

     

    (ii) to offer
for subscription pro rata to all of the holders of its Common Stock any
additional shares of capital stock of any class or other rights;

     

    (iii) to effect
any capital reorganization, or reclassification of the capital stock of the
Company, or consolidation, merger or share exchange of the Company with another
Person, or sale, transfer or other disposition of all or substantially all of
its assets; or

     

    (iv) to effect
a voluntary or involuntary dissolution, liquidation or winding up of the
Company,

     

    then, in
any one or more of such cases, the Company shall give the holder hereof (a) at
least 10 days' (but not more than 90 days') prior written notice of the date on
which the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of such issuance, reorganization, reclassification, consolidation,
merger, share exchange, sale, transfer, disposition, dissolution, liquidation or
winding up, and (b) in the case of any such issuance, reorganization,
reclassification, consolidation, merger, share exchange, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 10 days' (but not
more than 90 days') prior written notice of the date when the same shall take
place.  Such notice in accordance with the foregoing clause (a) shall
also specify, in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled thereto,
and such notice in accordance with the foregoing clause (b) shall also specify
the date on which the holders of Common Stock shall be entitled to exchange
their Common Stock, as the case may be, for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
share exchange, sale, transfer, disposition, dissolution, liquidation or winding
up, as the case may be.

     

    3.10 Company to Prevent
Dilution.  If any event or condition occurs as to which other
provisions of this Article III are not strictly applicable or if strictly
applicable would not fairly protect the exercise or purchase rights of the
Warrants evidenced hereby in accordance with the essential intent and principles
of such provisions, or that might materially and adversely affect the exercise
or purchase rights of the holder hereof under any provisions of this Warrant,
then the Company shall make such adjustments in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such exercise and purchase rights as aforesaid, and any adjustments
necessary with respect to the Exercise Price and the number of Warrant Shares
purchasable hereunder so as to preserve the rights of the holder
hereunder.  In no event shall any such adjustment have the effect of
increasing the Exercise Price as otherwise determined pursuant to this
Article III except in the event of a combination of shares of the type
contemplated in Section 3.4 hereof, and then in no event to an amount greater
than the Exercise Price as adjusted pursuant to Section 3.4
hereof.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IV

     

    MISCELLANEOUS

     

    4.1 Entire
Agreement.  This Warrant, together with the Agreement and the
Registration Rights Agreement, contains the entire agreement between the holder
hereof and the Company with respect to the Warrant Shares purchasable upon
exercise hereof and the related transactions and supersedes all prior
arrangements or understandings with respect thereto.

     

    4.2 Governing
Law.  This warrant shall be governed by and construed in
accordance with the laws of the State of Texas.

     

    4.3 Waiver and
Amendment.  Any term or provision of this Warrant may be waived
at any time by the party which is entitled to the benefits thereof and any term
or provision of this Warrant may be amended or supplemented at any time by
agreement of the holder hereof and the Company, except that any waiver of any
term or condition, or any amendment or supplementation, of this Warrant shall be
in writing.  A waiver of any breach or failure to enforce any of the
terms or conditions of this Warrant shall not in any way effect, limit or waive
a party's rights hereunder at any time to enforce strict compliance thereafter
with every term or condition of this Warrant.

     

    4.4 Illegality.  In
the event that any one or more of the provisions contained in this Warrant shall
be determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in any
other respect and the remaining provisions of this Warrant shall not, at the
election of the party for whom the benefit of the provision exists, be in any
way impaired.

     

    4.5 Copy of
Warrant.  A copy of this Warrant shall be filed among the
records of the Company.

     

    4.6 Notice.  Any
notice or other document required or permitted to be given or delivered to the
holder hereof shall be in writing and delivered at, or sent by certified or
registered mail to such holder at, the last address shown on the books of the
Company maintained at the Warrant Office for the registration of this Warrant or
at any more recent address of which the holder hereof shall have notified the
Company in writing.  Any notice or other document required or
permitted to be given or delivered to the Company, other than such notice or
documents required to be delivered to the Warrant Office, shall be delivered at,
or sent by certified or registered mail to, the offices of the Company at
4600 Post Oak Place, Suite 152, Houston, Texas 77027, or such other
address within the continental United States of America as shall have been
furnished by the Company to the holder of this Warrant.

     

    4.7 Limitation of Liability: Not
Stockholders.  No provision of this Warrant shall be construed
as conferring upon the holder hereof the right to vote, consent, receive
dividends or receive notices (other than as herein expressly provided) in
respect of meetings of stockholders for the election of directors of the Company
or any other matter whatsoever as a stockholder of the Company.  No
provision hereof, in the absence of affirmative action by the holder hereof to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such holder
for the purchase price of any shares of Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

     

    4.8 Exchange, Loss, Destruction,
etc. of Warrant.  Upon receipt of evidence satisfactory to the
Company of the loss, theft, mutilation or destruction of this Warrant, and in
the case of any such loss, theft or destruction upon delivery of a bond of
indemnity or such other security in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and deliver a new
warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant.  Any warrant issued under the provisions of this
Section 4.8 in lieu of any Warrant alleged to be lost, destroyed or stolen,
or in lieu of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company.  This Warrant shall be promptly
canceled by the Company upon the surrender hereof in connection with any
exchange or replacement.  The Company shall pay all taxes (other than
securities transfer taxes or income taxes) and all other expenses and charges
payable in connection with the preparation, execution and delivery of warrants
pursuant to this Section 4.8.

     

    4.9 Registration
Rights.  The Warrant Shares shall be entitled to such
registration rights under the Securities Act and under applicable state
securities laws as are specified in the Registration Rights
Agreement.

     

    4.10 Headings.  The
Article and Section and other headings herein are for convenience only and are
not a part of this Warrant and shall not affect the interpretation
thereof.

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name.

     

    Dated as
of April 5, 2005

     

    OMNIMMUNE
CORP.

    


     

    By:

     

    Harris A. Lichtenstein

     

    President

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
NOTICE

     

    The
undersigned, the holder of the foregoing Warrant, hereby elects to exercise
purchase rights represented thereby for, and to purchase thereunder, _______
shares of the Common Stock covered by such Warrant through a "cashless" or "net
issue" exercise of such Warrant ("Cashless Exercise") pursuant to
Section 1.1 of such Warrant, and requests that certificates for such shares
(and any other securities or other property issuable upon such exercise) be
issued in the name of, and delivered to ____________________.

     

    The
calculation upon which the Cashless Exercise is based is as
follows:

     

    (No. of
Warrants) ((Market Price - Exercise Price)/Market Price) = No. of shares of
Common Stock

     

    - OR
-

     

    The
undersigned, the holder of the foregoing Warrant, hereby elects to exercise
purchase rights represented thereby for, and to purchase thereunder, _______
shares of the Common Stock covered by such Warrant, and herewith makes payment
in full for such shares, and requests (a) that certificates for such shares (and
any other securities or other property issuable upon such exercise) be issued in
the name of, and delivered to ____________________, and (b) if such shares shall
not include all of the shares issuable as provided in such Warrant, that a new
Warrant of like tenor and date for the balance of the shares issuable thereunder
be delivered to the undersigned.

     

    


     

    


     

    Signature: __________________________                                                               

     

     

    Date: ______________________________

     

                                                                   

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    


     

    For value
received, ____________________ hereby sells, assigns, and transfers unto
____________________ the within Warrant, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
____________________ attorney, to transfer such Warrant on the books of
Omnimmune Corp., a Texas corporation, with full power of
substitution.

     

    


     

    


     

    Date: ____________